Aircastle (AYR)

Item 1.01  Entry into a Material Definitive Agreement.

On October 3, 2007, Aircastle Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc., Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the "Underwriters"), and with the selling shareholders named therein (the “Selling Shareholders”). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

Pursuant to the Underwriting Agreement, the Underwriters agreed to purchase for resale to the public, subject to the terms and conditions expressed therein, 10,000,000 common shares of the Company, par value $0.01 per share (“Common Shares”) from the Company (the “Company Shares”) and 10,000,000 Common Shares from the Selling Shareholders (the "Secondary Shares"), plus up to an aggregate of 2,000,000 additional Common Shares (the "Option Shares") at the Underwriters' option, of which up to 1,000,000 will be sold by the Company and up to 1,000,000 will be sold by the Selling Shareholders, to cover over-allotments.

The Company and the Selling Shareholders have agreed to indemnify the Underwriters against various liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Shareholders, and customary conditions to closing.  The offering is expected to close on October 10, 2007, subject to the conditions stated in the Underwriting Agreement.

Section 8 – Other Events

Item 1.01 Entry into a Material Definitive Agreement.

On February 7, 2007, Aircastle Limited (the "Company") entered into an underwriting agreement with J.P. Morgan Securities Inc., Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the "Underwriting Agreement"). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

Pursuant to the Underwriting Agreement, the underwriters agreed to purchase for resale to the public, subject to the terms and conditions expressed therein, 13,500,000 common shares of the Company, par value $0.01 per share, plus an additional 2,025,000 shares upon the exercise of a 30-day option granted by the Company to the underwriters to cover over-allotments, if any. The 13,500,000 common shares to be issued by the Company are expected to be issued on February 13, 2007, subject to the conditions stated in the Underwriting Agreement.

The Company has agreed to indemnify the underwriters against various liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing.

Section 8 – Other Events

Item 1.01 Entry Into a Material Definitive Agreement

The descriptions of the Amended Credit Facility No. 2 and the Revolving Credit Facility set forth in Item 2.03 of this Report, are incorporated herein by reference.

Section 2 -- Financial Information